Stonebridge Equity v. China Automotive Systems, Inc. , 520 F. App'x 331 ( 2013 )

NOT RECOMMENDED FOR FULL-TEXT PUBLICATION
File Name: 13a0300n.06
No. 12-1548
UNITED STATES COURT OF APPEALS FILED
FOR THE SIXTH CIRCUIT Mar 26, 2013
DEBORAH S. HUNT, Clerk
STONEBRIDGE EQUITY, dba Stonebridge Business )
Partners, )
)
Plaintiff-Appellee, )
) ON APPEAL FROM THE
v. ) UNITED STATES DISTRICT
) COURT FOR THE EASTERN
CHINA AUTOMOTIVE SYSTEMS, INC., ) DISTRICT OF MICHIGAN
)
Defendant-Appellant. )
BEFORE: DAUGHTREY, ROGERS, and McKEAGUE, Circuit Judges.
ROGERS, Circuit Judge. This is a contract dispute that arrives at this court after adjudication
by two arbitrators. China Automotive Systems, Inc. claims that both arbitrators manifestly
disregarded the law by using extrinsic evidence to interpret a contract before deciding that it was
ambiguous. China Automotive also argues that the arbitrators granted an award that did not draw its
essence from the contract and violated the arbitration agreement. The district court confirmed the
award and added a paragraph for enforcement purposes. China Automotive argues that this was
improper additional relief not awarded in arbitration.
The arbitrators’ awards indicate that they found the contract ambiguous before considering
extrinsic evidence and that they did not ignore the plain language of the contract. Moreover, the
awards are not contrary to the contract or in violation of the arbitration agreement, and the district
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court’s addition to the remedy was collateral to and necessary for the execution of the award.
Therefore, the district court properly confirmed the arbitration awards.
China Automotive is a supplier of auto parts and Stonebridge provides sales representation
to new companies entering the auto industry. The two companies entered into a contract “designed
to focus on [Stonebridge’s] providing [China Automotive] with business development services to
help [China Automotive] to identify and pursue new customers and strategic partners in the
automotive and commercial truck markets in North America and Europe.” R.1-2, PageID #6. The
contract called for China Automotive to pay Stonebridge a $5,000-per-month retainer fee. In
addition, China Automotive would pay Stonebridge success fees under specified conditions. The
first of these was specified in section 2A: if China Automotive signed a purchase order that
Stonebridge procured, solicited, or pursued, China Automotive would pay Stonebridge five percent
of its gross margin from that sale.1 Id. A second was specified in section 2B: if China Automotive,
through the procurement, solicitation and/or effort of Stonebridge, obtained a price for parts greater
1
The full text of section 2A is:
A. If CAS successfully signs a purchase order which is procured by SBP, solicited
by SBP or is pursued by SBP during the term of this engagement, CAS agrees to pay
SBP 5% of the gross margin which the sale creates for CAS. (whereas gross margin
is defined as the difference between the target price for that specific product and the
actual direct manufactured cost of goods sold; and, whereas target price shall be as
agreed between SBP and CAS at the time at which the opportunity is identified
and/or pursued by SBP) CAS has the sole discretion and right to reject any orders
from any customers. Plus;
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than an agreed-upon target price, it would pay Stonebridge forty percent of the extra income.2 Id.
The crux of the parties’ dispute is whether Stonebridge could collect success fees under section 2B
in a situation where it is not owed success fees under section 2A.
After the contract expired according to its terms, Stonebridge filed suit in federal district
court claiming that China Automotive owed it success fees for Stonebridge’s work. Because the
contract included an arbitration clause, the parties went to binding arbitration and the case was
dismissed. The district court retained jurisdiction to enforce, confirm, vacate, or correct any
arbitration award.
The parties reached a separate arbitration agreement outlining how the arbitration would
proceed. Under the agreement, the parties chose a trial arbitrator to hear witness testimony, evaluate
evidence, and decide on an award. The parties also agreed that they would have the right to appeal
any arbitration award to a mutually chosen appeal arbitrator. The standard of review on appeal
would be “the same as if the matter were appealed to a Michigan appellate court.” R. 20-6, PageID
#252.
2
The full text of section 2B is:
B. If the actual price awarded through the procurement, solicitation and/or effort of
SBP is over the target price as agreed between CAS and SBP, then CAS also agrees
to pay SBP 40% of the excessive amount which is defined as the difference between
the actual price and the target price. For the purposes of this Section 2 A and B,
success fees shall remain in effect for the life of product supply to the customer. CAS
and SBP shall agree to a target price for each project at the time each business
opportunity is identified. Plus;
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The trial arbitrator determined that Stonebridge was entitled to $147,239.09 in past success
fees, to future success fees, to a penalty under the Michigan manufacturers representative statute, and
to legal fees. The success fees were for parts China Automotive sold to Chrysler for the Jeep
Wrangler. The trial arbitrator determined that Stonebridge did not procure, solicit, or pursue
Chrysler’s order of parts for the Wrangler. Accordingly, Stonebridge was not entitled to success fees
under section 2A of the contract. However, the arbitrator determined that Stonebridge was
sufficiently involved in developing China Automotive’s pricing strategy for the Wrangler parts to
constitute “effort” under the contract. The trial arbitrator determined that under section 2B of the
contract, Stonebridge was therefore entitled to a success fee equal to 40% of the difference between
the price Chrysler paid and the “target price.”
China Automotive argued that Stonebridge was not entitled to success fees for the Wrangler
parts because the contract limited Stonebridge’s work to identifying and pursuing new customers and
the trial arbitrator had determined that Chrysler was an existing customer. However, the trial
arbitrator determined that the contract was ambiguous. He cited two reasons for the ambiguity.
First, he noted that while “the introductory paragraph of the contract limits the activities of
[Stonebridge] to pursuing new customers. . . . [t]hat provision . . . is not carried forward.” R. 17-4,
PageID #79. Moreover, the trial arbitrator found that the difference in language between the first
two success fee sections, 2A and 2B, created an ambiguity because while 2A “is limited to purchase
orders procured, solicited or pursued by” Stonebridge, section 2B “indicates [Stonebridge] would
be entitled to a success fee for procurement, solicitation ‘and/or effort.’” Id. The trial arbitrator
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found this language to be “dramatically different” in that section 2A “clearly identifies that the
purchase order is to be procured, solicited or pursued by [Stonebridge], while the language of
[section 2B] indicates success compensation can be awarded for improving the final price of a
contract that was procured, solicited or resulted from any effort of [Stonebridge].” Id. at PageID #80.
The trial arbitrator next looked at prior drafts of the contract. The parties dispute whether
he did so before or after determining that the contract was ambiguous. He noted that earlier drafts
limited success fees to new customer sales and had all the success fees in one paragraph. However,
the final contract did not include the limiting language and broke the success fee section into several
paragraphs. The trial arbitrator concluded from this evidence that while success fees under section
2A are limited to new customers, success fees under section 2B are available whenever
Stonebridge’s efforts impact the final price of a sale.
China Automotive appealed and the parties selected an appeal arbitrator. The appeal
arbitrator first determined that under the parties’ arbitration agreement, she was required to apply
de novo review to legal questions, including whether the contract is ambiguous, and whether
extrinsic evidence should be used to interpret the contract. However, the appeal arbitrator would
apply clear error review to factual questions, such as the meaning of an ambiguous contract.
Reviewing the trial arbitrator’s ruling, the appeal arbitrator determined that the “conclusion
that the Agreement is ambiguous is based upon the language of the contract itself, not based upon
the consideration of extrinsic evidence.” R. 17-6. PageID #107. Furthermore, she noted that
Michigan law allows the use of extrinsic evidence to prove the existence of ambiguity in a contract
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so long as it is not used to contradict the written contract. Reviewing the previous drafts of the
contract as well as other extrinsic evidence, the appeal arbitrator reached the same conclusion as the
trial arbitrator—that Stonebridge was entitled to success fees for the Wrangler parts. However, the
appeal arbitrator modified the award in one way. While the trial arbitrator determined that future
success fees would be calculated based on the price China Automotive and Chrysler had agreed to,
the appeal arbitrator determined that the parties’ contract required the fees to be calculated based on
the price Chrysler actually pays. Thus, under the appeal arbitrator’s construction, the amount China
Automotive must pay Stonebridge in future success fees depends upon price fluctuations.
Returning to the district court, Stonebridge moved for a judgment confirming the arbitration
award, while China Automotive moved to vacate the award. China Automotive argued that both
arbitrators exceeded their powers by improperly considering extrinsic evidence and by not applying
the introductory paragraph of the contract to the entire contract. Furthermore, China Automotive
argued that the arbitrators failed to apply the plain text of section 2B of the contract. Finally, China
Automotive argued that the appeal arbitrator did not actually conduct de novo review of the trial
arbitrator’s decision.
The district court confirmed the arbitration award. The court found it “clear that [the
arbitrators] engaged in an interpretation of the agreement, as opposed to the implementation of their
own brand of industrial justice.” Stonebridge Equity LLC v. China Auto. Sys., Inc., 09-11541, 2012
WL 899360 at *3 (E.D. Mich. Mar. 16, 2012). Finding that the arbitrators did not exceed their
authority, the district court denied China Automotive’s motion to vacate and granted Stonebridge’s
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motion to confirm. At Stonebridge’s request, the district court also added an additional paragraph
to the award. That paragraph required China Automotive to provide Stonebridge with monthly
documentation on the selling price, quantity shipped, and total sales of the Wrangler parts. R.28,
PageID #511. The district court found that this paragraph was necessary because China Automotive
claimed that the price of the parts had decreased since the arbitration award, thus requiring new fee
calculations.
China Automotive now appeals. It argues that the arbitration award was made in manifest
disregard of the law and did not draw its essence from the contract. Additionally, it argues that the
appeal arbitrator did not review the trial arbitrator’s legal conclusion de novo, as required by the
arbitration agreement, and that the district court erred in adding the documentation paragraph to the
award.
Stonebridge counters in part by arguing that after the Supreme Court’s decision in Hall Street
Associates, L.L.C.. v. Mattel, Inc., 552 U.S. 576 (2008) , manifest disregard can no longer be a basis
for vacating arbitration awards. Since there was no manifest disregard of the law here, we do not
reach that issue.
The trial arbitrator began his analysis by stating that he found “as a matter of law, that the
contract is ambiguous.” R.17-4, PageID #79. He cited two reasons for the contract’s ambiguity.
First, he noted that the provision in the introductory paragraph limiting Stonebridge’s activity to
pursuing new customers and strategic partners is not carried forward to the success fee section.
Second, he noted that sections 2A and 2B use different language. Although he used prior drafts of
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the contract in the same section, he discussed them only after determining that this ambiguity
existed. Rather than using the extrinsic evidence to find an ambiguity in the contract, as China
Automotive argues he did, the trial arbitrator determined that there was an ambiguity, then used
extrinsic evidence to resolve it. “Looking at relevant extrinsic evidence to aid in the interpretation
of a contract whose language is ambiguous does not violate the parol evidence rule.” Klapp v.
United Ins. Grp. Agency, Inc., 663 N.W.2d 447, 454 (Mich. 2003). The trial arbitrator therefore did
not act in manifest disregard of Michigan law when he considered previous drafts of the contract.
China Automotive argues that the trial arbitrator found ambiguities where none existed.
First, it argues that the trial arbitrator could not have found that a limitation to new customers was
not carried forward from the introductory paragraph because Michigan law requires that the entire
contract be read as a “harmonious whole.” China Br. at 26. However, as the appeal arbitrator noted,
the limiting language China Automotive relies on actually states that the agreement is “designed to
focus on [Stonebridge’s] providing [China Automotive] with business development services to help
[China Automotive] to identify and pursue new customers and strategic partners.” R.1-2, PageID
#6 (emphasis added). Because the word focus does not necessarily require exclusivity, the arbitrators
did not act in manifest disregard of the law in finding that the contract did not clearly state whether
the success fees apply only to new customers. As the appeal arbitrator stated, “while the ‘focus’ of
the Agreement may be on the pursuit of new customers, this is not the exclusive objective of the
contract.” R.17-6, PageID #110.
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China Automotive also argues that the arbitrators should not have found an ambiguity in the
change of language from section 2A to section 2B, claiming that the sections are facially parallel and
easily reconciled. Section 2A states that the purchase order must be “procured by, . . . solicited by,
. . . or pursued by” Stonebridge. Meanwhile, section 2B states that the price increase must be
through the “procurement, solicitation and/or effort of” Stonebridge. R.1-2, PageID #7. China
Automotive’s argument appears to be a disagreement as to the interpretation of the contract. China
Automotive does not explain why the arbitrators’ interpretation is in manifest disregard of the law.
This court’s review of the arbitrators’ decisions is very narrow, “one of the narrowest standards of
judicial review in all of American jurisprudence.” Lattimer-Stevens Co. v. United Steelworkers,
Dist. 27, Sub-Dist. 5, 913 F.2d 1166, 1169 (6th Cir. 1990). It does not extend to reviewing
arguments over contract interpretation that the arbitrators have decided. So long as the arbitrators’
conclusions do not “fly in the face of clearly established legal precedent,” they stand. See Merrill
Lynch, Pierce, Fenner & Smith, Inc. v. Jaros, 70 F.3d 418, 421 (6th Cir. 1995).
China Automotive focuses on the introductory paragraph and sections 2A and 2B of the
contract to argue that the arbitrators disregarded the contract in their rulings. However, China
Automotive’s arguments again show that the arbitrators merely interpreted the agreement differently
than China Automotive does. China Automotive must demonstrate more than a disagreement over
contract interpretation. It must demonstrate that the arbitrators “enter[ed] the forbidden world of
‘effectively dispensing [their] own brand of industrial justice.’” See Mich. Family Recs., Inc. v. Serv.
Emps. Int’l Union Local 517M, 475 F.3d 746, 752 (6th Cir. 2007) (quoting Major League Baseball
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Players Ass’n v. Garvey, 532 U.S. 504, 509 (2001)). So long as “the arbitrator was ‘even arguably
construing or applying the contract,’” the award cannot be overturned. Id. (quoting Garvey, 532 U.S.
at 509). The arbitrators construed the contract in this case. China Automotive argues that the
arbitrators ignored the introductory paragraph. However, both arbitrators considered the ‘focus’
language in the introductory paragraph. They determined that that language did not limit the success
fees Stonebridge could earn. Therefore, this case is unlike cases where the arbitrator entirely ignored
a section of a contract, such as International Union of Electronic, Electrical, Technical, Salaried,
Machine & Furniture Workers v. Hurd Corp., 7 F. App’x 329, 335 (6th Cir. 2001). Here, the
arbitrators found ambiguity in the contract’s use of the word focus and in its use of different
language in the different success-fee sections. They then used previous drafts of the contract as well
as the parties’ actions to resolve those ambiguities in favor of Stonebridge. The arbitrators’
interpretation gives every part of the contract full effect.
Likewise, the arbitrators did not ignore the plain language of the contract in determining that
sections 2A and 2B may apply to different customers. China Automotive’s argument is that the
words ‘plus’ and ‘also’ in those sections require the conclusion that success payments under section
2B are only required where Stonebridge is receiving payments under subsection 2A. That is not the
only possible interpretation of that language. The trial arbitrator concluded that the ‘plus’ signifies
that Stonebridge can obtain success fees under either or both those sections. The appeal arbitrator
found that the word ‘also’ signified the same. Both arbitrators reached these conclusions after
examining section 2C, which uses the same words but involves fees that could be earned from
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transactions not covered by sections 2A and 2B. Since, “[i]t is clear that these transactions are in
no way dependent on the earning of a success fee under” 2A, the arbitrators determined that each fee
section can stand alone. This is a possible alternative interpretation of the contract and not so far
afield as to ignore the contract’s plain language.
China Automotive next argues that the appeal arbitrator violated the arbitration agreement
by not reviewing the trial arbitrator’s award de novo. The appeal arbitrator determined that, under
the arbitration agreement, she was required to review the trial arbitrator’s legal decisions de novo.
These included the trial arbitrator’s decisions that the contract was ambiguous and that extrinsic
evidence should be used to interpret it. However, rather than reviewing the contract herself to
determine whether it is ambiguous, she appears to have reviewed the trial arbitrator’s decision and
determined that he did not err because he did not consider extrinsic evidence until after he found the
contract to be ambiguous. China Automotive contends that this was not de novo review of the issue.
Although the appeal arbitrator clearly knew that she was required to review the question of
ambiguity de novo, she did not state that she did so. However, “[a]rbitrators are not required to
explain their decisions.” Dawahare v. Spencer, 210 F.3d 666, 669 (6th Cir. 2000). The appeal
arbitrator determined that she was to apply de novo review and then upheld the trial arbitrator’s
decision. There is nothing in the record to suggest that she acted contrary to the arbitration
agreement in doing so.
Finally, China Automotive argues that the district court should not have included a paragraph
in the award ordering China Automotive to provide documentation on the selling price, quantity
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shipped, and total sales of the Wrangler parts. This paragraph was not in the arbitrators’ awards.
The district court included this paragraph, at Stonebridge’s request, “so that the parties are able to
determine a more accurate amount” for the award. Stonebridge, 2012 WL 899360 at *4.
The arbitrators’ awards were imperfect in matter of form not affecting the merits of the
controversy in that they provided no method for Stonebridge to determine whether China
Automotive is in compliance with the awards. In such situations, the Federal Arbitration Act gives
district courts the ability to “modify and correct the award, so as to effect the intent thereof and
promote justice between the parties.” 9 U.S.C. § 11. The trial arbitrator initially determined that
China Automotive owes Stonebridge success fees based on the original price Chrysler agreed to pay
for the parts. However, the appeal arbitrator modified the award to require the success fees to be
based on the price Chrysler actually pays for the parts. Soon after, China Automotive notified
Stonebridge that Chrysler was decreasing the part price by two percent. In light of this impending
decrease, Stonebridge requested the documentation so that it would have the ability to monitor
whether it was receiving the fees the arbitrators had determined it was owed. Because the
arbitrators’ awards left Stonebridge relying entirely on China Automotive to calculate the success
fees accurately, the awards were imperfect. Accordingly, the district court was acting within the
parameters provided by the Federal Arbitration Act in modifying the award to allow Stonebridge to
know whether China Automotive was in compliance.
The district court has the power to enforce the arbitrators’ award and can take some actions
consistent with and not affecting the award to do so. Thus, in Island Creek Coal Sales Co. v. City
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of Gainesville, Florida, this circuit affirmed a district court order forcing the City of Gainesville to
pay Island Creek for past coal deliveries and to pay for coal shipments on a scheduled basis. 764
F.2d 437, 440 (6th Cir. 1985). Gainesville had argued that the arbitrators’ order in that case only
required it to accept future shipments from Island Creek, thus making the district court’s action an
improper modification. This court disagreed, finding that the district court’s order “is an effort
merely to require that Gainesville perform as the arbitrators had ordered it” and that the “district
court’s order in dispute only serves to confirm and enforce the arbitrators’ award in the face of
obdurate opposition by Gainesville.” Id. at 440–41 (emphasis in original). Accordingly, the district
court had authority under 9 U.S.C. § 11 to act to enforce the clear meaning and intent of the
arbitrators’ order. Although the district court’s order in this case appears to go further than the one
in Island Creek, it was based on a similar principle of ensuring the enforcement of an award
determined by arbitrators.
The arbitrators did not act in manifest disregard of the law and interpreted the contract. The
district court’s addition to the arbitrators’ award was a minor modification in accordance with the
Federal Arbitration Act. Therefore, the district court’s judgment is AFFIRMED.
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